Acquisition
Huveaux PLC
06 May 2004
6 May 2004
HUVEAUX PLC
Proposed Acquisition of Parliamentary Communications Limited
('Parliamentary Communications')
Placing of 35 million new ordinary shares
to raise £ 16.5 million (net of expenses)
• Huveaux is acquiring Parliamentary Communications, the publisher of
specialist political journals and websites, including The House Magazine and
Epolitix.com, and an organiser of political training seminars, for an
effective price of £15.7 million in cash.
• To fund the acquisition, 35 million new ordinary shares are being placed
at a price of 50p per share to raise £16.5 million after expenses.
• Parliamentary Communications will be Huveaux's fourth political
publisher - joining Vacher Dod, Le Trombinoscope in France, and the recently
acquired Public Affairs Newsletter, together providing :
- seven magazines and newsletters;
- five leading political websites;
- political monitoring;
- the leading UK and EU political biographical database publisher;
and
- political training seminars.
• Like Huveaux's other publishing businesses, Parliamentary Communications
achieves high profit margins and generates positive cashflow.
• Parliamentary Communications is anticipated to enhance Huveaux's
earnings per share in 2004.
• The acquisition of Parliamentary Communications is a major strategic
step for Huveaux: the opportunities for revenue and cost synergies with the
Group's other political publishing businesses are believed to be
considerable.
• Huveaux's Board looks forward to a year of further significant growth in
2004.
Commenting on the proposed acquisition of Parliamentary Communications, John van
Kuffeler, Chairman of Huveaux, today said:
'We are delighted to announce the acquisition of Parliamentary Communications,
our sixth acquisition since joining AIM in 2001. The accession of new countries
to the EU and the forthcoming European Parliamentary elections is expected to
produce strong demand for political information.
Our enlarged political operations will form a powerful publishing and media
group in political information operating from offices in London, Paris and
Brussels.'
Contacts
John van Kuffeler, Chairman, Huveaux PLC Tel: 020 7245 0270
Frank Malcolm, Brewin Dolphin Securities Tel: 0131 529 0311
Charlotte Lambkin/Geoff Callow, Bell Pottinger Financial Tel: 020 7861 3232
HUVEAUX PLC
('Huveaux' or 'the Company')
Proposed Acquisition of Parliamentary Communications Limited ('Parliamentary
Communications')
Placing of 35 million new ordinary shares
to raise £16.5 million (net of expenses)
Introduction
The Board of Huveaux is pleased to announce the proposed acquisition of
Parliamentary Communications, a leading UK political publisher. The effective
price being paid for the Parliamentary Communications businesses being acquired
is £15.7 million. However, due to the exercise of some options, Parliamentary
Communications will have a cash balance of some £450,000 on completion of the
acquisition. The total consideration for the acquisition will therefore be
£16.15 million payable in cash, in connection with which Brewin Dolphin
Securities Limited is placing 35 million new Ordinary Shares at a price of 50p
per share to raise £16.5 million net of expenses. The acquisition is being made
from Parliamentary Communications' owner since 1979, Keith Young, and its Deputy
Chairman and CEO, Colin Jeavons.
Approval for the placing, upon which the acquisition is conditional, is being
sought from the shareholders of Huveaux at an Extraordinary General Meeting of
the Company ('EGM') to be held on 1 June 2004.
Background
Huveaux was formed in 2001 with the broad objective of building, over the next
15 years, a substantial publishing and media company by acquisition and organic
growth. To date, Huveaux has raised a total of nearly £20 million (after
expenses) from four placings of new Ordinary Shares. It has made the following
acquisitions to date:
• Vacher Dod, the leading UK publisher of specialist political
biographical reference books, guides and directories related to
parliamentary and government institutions was Huveaux's first acquisition in
August 2002.
• Lonsdale, a specialist publisher of revision guides and workbooks
for school pupils in England and Wales, was acquired in March 2003.
• Le Trombinoscope, the leading publisher of political
biographical reference books in France was bought in September 2003.
• Fenman, a leading publisher of training materials was acquired in October
2003.
• Public Affairs Newsletter, a leading international business magazine
dedicated to the public affairs and lobbying sector, was purchased in March
this year.
Huveaux now directly provides a wide range of 'must have' information delivered
through the media of magazines, other forms of print publishing, electronic
publishing, the internet, videos, training courses and seminars. Huveaux splits
its operations into two divisions: Training and Educational, which contain
the former Lonsdale and Fenman businesses, and Political, which includes the
rest of the businesses in the portfolio.
Taken as a whole, Huveaux's businesses are expected to benefit from the growing
volume of legislation and regulation emerging from the UK and EU. Margins are
high and all the businesses are profitable and cash generative. Parliamentary
Communications, which has all of the characteristics referred to above, will
form part of Huveaux's Political Division.
Information On Parliamentary Communications
(i) Background and Activities
Parliamentary Communications is the owner of specialist political journals and
websites that cover the affairs of the UK government, the European Parliament
and the European Commission. In addition, it runs training seminars for UK civil
servants, operates a niche recruitment business focussing on the UK civil
service, and publishes a journal devoted to the affairs of the UK National
Health Service. Keith Young acquired Parliamentary Communications (which then
published an eight page fortnightly newsletter) in 1979 from the publishing arm
of the Institution of Electrical Engineering. Parliamentary Communications'
portfolio of publications has varied considerably over the years, but political
and governmental coverage has always been the core of the business. The business
of Parliamentary Communications being acquired will concentrate on political and
public sector affairs.
Parliamentary Communications' original product is The House Magazine. This
journal, which is published weekly, has a free controlled circulation of around
1,800, comprising all the members of the UK Parliament, leading civil servants
and other senior figures in public life; it is also available on a subscription
basis. The content of The House Magazine is largely contributed by members of
the two Houses of Parliament and leading political commentators and covers
subjects of both immediate and more general interest. Its principal source of
revenue is focussed advertising, mainly derived from organisations that wish to
present their objectives, achievements, points of view and contact details
before an influential readership.
The business model of The House Magazine - controlled circulation linked to the
direct sale and marketing of focussed advertising - is the main characteristic
of Parliamentary Communications' other print publications. The Parliamentary
Monitor is a monthly publication which, together with a range of regular
features, concentrates upon a small number of issues that are either currently
close to the public interest or about to be considered by the UK Parliament. The
Parliament Magazine is published fortnightly and reports and reflects upon the
work of the European Parliament, the Council of Europe and the European
Commission, as well as upon broader European issues. In February 2004,
Parliamentary Communications launched Whitehall and Westminster World, a
fortnightly tabloid-format newspaper designed to provide an information bridge
between the day-to-day activities of the UK Parliament and the workings of the
UK Civil Service.
pH7 is a quarterly review of the affairs of the National Health Service designed
as a journal for management professionals in the UK Health Service.
The marketing and sale of advertising space are central to Parliamentary
Communications' political publications. Parliamentary Communications employs 18
staff in selling advertising space for its printed publications.
Parliamentary Communications operates a website, ePolitix.com and its premium
offshoot, ePolitixPlus. The former is a free-to-use, online political
communications channel which monitors the progress of Bills going through
Parliament and builds, maintains and hosts over 400 websites for Members of
Parliament and over 200 specialist public affairs micro-sites for various
companies, trade associations, charities and government agencies. The revenues
of ePolitix.com are chiefly generated from hosting-related services.
The ePolitixPlus website provides a monitoring and bulletin service containing
fast and accurate political information and intelligence for persons and bodies
who require continuous information regarding day-to-day government affairs. In
2003 Parliamentary Communications launched EUPolitix.com, with a similar format
to EPolitix.com, but aimed at users throughout Europe and focussed on EU
political news and events.
Parliamentary Communications' parliamentary training seminars are marketed under
the brand name Westminster Explained. These seminars, all of which take place in
central London, seek to inform civil servants and others of the workings of
Parliament and of the interaction between the executive and legislative branches
of government. Finally, Parliamentary Communications owns a small recruitment
business, Electus Select, which specialises in the recruitment and placing of
civil servants and other UK public sector employees.
In its financial year to 30 June 2003, the turnover and gross profits of the
Parliamentary Communications business being acquired by Huveaux were as follows:
Turnover Gross
Profits
£'000 £'000
Publishing 4,188 (57%) 1,863 (71%)
New Media 1,646 (23%) 226 ( 9%)
Seminars 1,441 (20%) 517 (20%)
______ ______
Total 7,275 2,606
===== =====
(ii) Financial Record
The Parliamentary Communications businesses being acquired are cash generative.
Historically, the cash generated by the Parliamentary Communications businesses
being acquired has largely been applied to fund activities that have either
since been discontinued or are separate ventures in which Keith Young has an
interest.
It is intended that Huveaux will acquire Parliamentary Communications with net
assets close to zero. If Parliamentary Communications has any borrowings at
Completion, (leaving out of account the cash balance of some £450,000 referred
to above) consideration for the Acquisition will be reduced on a pound-for-pound
basis but will be paid to the vendors after nine months. It is Huveaux's belief
that, either after Completion or after any short-term borrowings are repaid,
Parliamentary Communications will require no more than a minimal working capital
requirement.
Parliamentary Communications has an uneven record of turnover and profitability.
Its reported figures, however, include results from activities that have been
discontinued, activities that are not being acquired by Huveaux, abortive
development costs, costs associated with other business ventures of Keith Young,
Mr. Young's personal costs and interest expense.
The table below shows, for the three financial years to 30 June 2003, turnover
from those activities to be acquired and what are believed to be the underlying
operating profits attributable to those activities together with the adjustments
necessary to calculate these adjusted profits.
Year to 30
June
2003 2002 2001
£'000 £'000 £'000
Turnover
Turnover 7,874 8,991 7,264
Less:
Operations discontinued / (599) (3,095) (3,212)
to be discontinued ------- ------- -------
Turnover for businesses 7,275 5,896 4,052
being acquired ------- -------- -------
Operating Profit
Operating (loss)/profit (284) 488 (1,940)
Add back:
Operating losses from 1,614 831 1,239
operations discontinued or
to be discontinued ------- ------- -------
Operating profit/(loss) 1,330 1,319 (701)
for businesses being
acquired* ------- ------- -------
*before interest, loss on disposal of operations, loss on sale of fixed assets
and amounts written off investments
The operating profits for the businesses being acquired are stated after taking
account of trading losses incurred by the EUPolitix.com business since its
launch in the financial year to 30 June 2003, amounting to £364,000. As a matter
of urgency, Huveaux will review the EUPolitix business immediately after the
Acquisition. Huveaux strongly intends that EUPolitix will not remain loss making
under its ownership. If these EUPolitix losses had not occurred in the financial
year to 30 June 2003, Parliamentary Communications' operating profits would have
amounted to £1,694,000.
The trading loss incurred by the EUPolitix business in the financial year to 30
June 2003 based on Parliamentary Communications' accounting policies was
approximately £0.1 million. The operating profits for the Parliamentary
Communications businesses being acquired (again based on its own accounting
policies), excluding these losses, would have amounted to approximately £1.5
million.
An Accountants' Report on Parliamentary Communications will be included in the
circular being sent to Huveaux shareholders.
Strategy For Parliamentary Communications
The acquisition of Parliamentary Communications is a major strategic step
towards Huveaux becoming one of the principal providers of political data in the
UK and the EU. Demand for information supplied by Huveaux is anticipated to rise
measurably because of growth in the public sector and the general increase in
regulation and legislation in the UK and the EU. The enlarged political
operations will consist of: 7 magazines and newsletters; 5 leading political
websites; a political monitoring business; a political seminar and conference
business; and the leading UK and EU political biographical database and
reference book publisher. The opportunities for revenue and cost synergies are
believed to be considerable. The enlarged political operations will form the
basis of a powerful publishing and media group in the field of political
information, operating from offices in London, Paris and Brussels.
The Outlook
Huveaux is looking forward to further significant growth in 2004 and beyond.
• Huveaux will see the first full year contributions from three of its
businesses, and there is confidence that all three are well positioned to
achieve their objectives.
• The two acquisitions of 2004, the Public Affairs Newsletter and
Parliamentary Communications, will strengthen Huveaux's market position in
political publishing and are anticipated to enhance earnings per share in
2004; in particular, Huveaux is encouraged by Parliamentary Communications'
year-on-year revenue growth of 17% in the nine months since 30 June 2003.
• Education and training continue to be high government priorities and the
Group's two businesses are well positioned to take advantage of future
growth opportunities.
• The demand for information in the political businesses is likely to be
particularly strong in 2004 with the accession of 10 new countries to the EU
on 1 May, 2004 followed by the European Parliamentary Elections in June.
• Furthermore, the next General Election in the UK is drawing closer as is
a likely UK referendum upon the new EU Constitution.
• The significant progress Huveaux has already made towards
implementing its strategy for building a profitable media and publishing
group has been supported by a considerable strengthening of management
resources across the Group.
Taken together, these factors provide a positive outlook for 2004 and subsequent
years.
Placing Of New Ordinary Shares
To provide the cash to purchase Parliamentary Communications and provide a
prudent level of resources for the Company, Brewin Dolphin Securities is placing
35 million new Ordinary Shares of Huveaux at a price of 50p per share.
The placing shares will represent approximately 32.9 per cent of the issued
share capital of the Company immediately after completion of the acquisition and
the placing, following which 106,464,730 Ordinary Shares will be in issue. The
market capitalisation of Huveaux following the placing, at the placing price,
would be some £ 53.2 million.
Application is being made for the new shares to be admitted to AIM. It is
expected that dealings in the new shares will commence on 2 June 2004.
Conditions of the Placing and the Acquisition
Both the placing and the acquisition are conditional, inter alia, on the passing
of three resolutions at the EGM and admission of the new shares to AIM.
Extraordinary General Meeting
The EGM is to be held on 1 June 2004 to increase the authorised share capital of
the Company to take account of the placing, to authorise the Directors to issue
the new Ordinary Shares in connection with the placing and to provide various
ancillary authorities.
Circular
A circular containing (i) details of the acquisition and the placing, (ii)
information relating to Parliamentary Communications and to Huveaux generally
and (iii) the notice calling the EGM, will be despatched to shareholders
shortly. Copies of the circular are available to members of the public at the
offices of Brewin Dolphin Securities Limited, 5 Giltspur Street, London EC1A
9BD, for a period of one month from the date of this announcement.
6 May 2004
END
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